Organization and Authority; Enforceability Clause Samples
The "Organization and Authority; Enforceability" clause confirms that a party to the agreement is properly organized, validly existing, and has the legal authority to enter into and perform its obligations under the contract. It typically requires the party to affirm that all necessary corporate or organizational actions have been taken to approve the agreement, and that the agreement is legally binding and enforceable against them. This clause provides assurance to the other party that the contract is valid and that the commitments made can be relied upon, thereby reducing the risk of future disputes over the party’s legal capacity or the enforceability of the agreement.
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Organization and Authority; Enforceability. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered by Buyer hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder by Buyer have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law.
(b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Pa...
Organization and Authority; Enforceability. (a) If such Exchanging Member is an individual, such Exchanging Member is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and each Other Agreement to which such Exchanging Member is a party and perform his or her obligations hereunder and thereunder, and each of this Agreement and such Other Agreement(s) has been duly executed and delivered by such Exchanging Member and constitutes a legal, valid and binding obligation of such Exchanging Member, enforceable against such Exchanging Member in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles.
(b) If such Exchanging Member is an entity, (i) such Exchanging Member is duly organized, validly existing and in good standing under the laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and each Other Agreement to which it is a party; (ii) the execution, delivery and performance of this Agreement and such Other Agreement(s) have been duly and properly authorized by all requisite action in accordance with applicable law and with the organizational documents of such Exchanging Member; and (iii) each person executing this Agreement and such Other Agreement(s) has the power and authority to execute and deliver this Agreement and such Other Agreement(s), to consummate the transactions contemplated hereby and thereby and to cause such Exchanging Member to perform its obligations hereunder and thereunder.
Organization and Authority; Enforceability. The Sponsor is an entity duly organized, validly existing, and in good standing with its state or jurisdiction of formation. Sponsor has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Sponsor of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Sponsor. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by ▇▇▇▇▇▇▇, and, assuming due authorization, execution, and delivery by ▇▇▇▇▇, this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Sponsor, enforceable against Sponsor in accordance with their respective terms.
Organization and Authority; Enforceability. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which the Company is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the Certificate of Incorporation and bylaws of the Company; and (iii) each person executing, on behalf of the Company, this Agreement and any of the other documents contemplated hereby to which the Company is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which the Company is a party, to consummate the transactions contemplated hereby and thereby and to cause the Company to perform its obligations hereunder and thereunder.
Organization and Authority; Enforceability. PSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. PSI has full corporate power and authority to enter into this Agreement and the documents to be delivered by it hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by PSI of this Agreement and the documents to be delivered by it hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of PSI. This Agreement and the documents to be delivered by PSI hereunder have been duly executed and delivered by PSI, and (assuming due authorization, execution and delivery by the other Parties, as applicable) this Agreement and the documents to be delivered by PSI hereunder constitute legal, valid and binding obligations of PSI, enforceable against PSI in accordance with their respective terms.
Organization and Authority; Enforceability. CDP is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Nevada, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party. The execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which CDP is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with that certain Fourth Amended and Restated Operating Agreement of CDP, dated as of September 12, 2012, by and among CDP and its members, as amended, and the Articles of Organization of CDP (together the “CDP Organizational Documents”), and each person executing, on behalf of CDP, this Agreement and any of the other documents contemplated hereby to which CDP is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which CDP is a party, to consummate the transactions contemplated hereby and thereby and to cause CDP to perform its obligations hereunder and thereunder.
Organization and Authority; Enforceability. Such Designating Party is duly organized, validly existing and in good standing under the laws of the state of its organization, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which such Designating Party is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the organizational documents of such Designating Party; and (iii) each person executing, on behalf of such Designating Party, this Agreement and any of the other documents contemplated hereby to which such Designating Party is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Designating Party is a party, to consummate the transactions contemplated hereby and thereby and to cause such Designating Party to perform its obligations hereunder and thereunder.
Organization and Authority; Enforceability. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder (including the Amended and Restated JKD Note), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of this Agreement and the documents to be delivered hereunder (including the Amended and Restated JKD Note) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of the Company. This Agreement and the documents to be delivered hereunder (including the Amended and Restated JKD Note) have been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by JKD) this Agreement and the documents to be delivered hereunder (including the Amended and Restated JKD Note) constitute legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
Organization and Authority; Enforceability. Praesumo is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full power, right and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly and properly authorized by all requisite action in accordance with applicable law and with that certain Operating Agreement of Praesumo, dated as of January 1, 2004, by and among Praesumo, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, and the Articles of Organization of Praesumo (together the “Praesumo Organizational Documents”), and ▇▇▇▇▇▇, on behalf of Praesumo, has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to cause Praesumo to perform its obligations hereunder.
Organization and Authority; Enforceability. CEP II is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. CEP II has full limited liability company power and authority to enter into this Agreement and the documents to be delivered by it hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by CEP II of this Agreement and the documents to be delivered by it hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of CEP II. This Agreement and the documents to be delivered by CEP II hereunder have been duly executed and delivered by CEP II, and (assuming due authorization, execution and delivery by the other Parties, as applicable) this Agreement and the documents to be delivered by CEP II hereunder constitute legal, valid and binding obligations of CEP II, enforceable against CEP II in accordance with their respective terms.